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ARTICLE VI
<br />~• INDEMNIFICATION
<br />Section 1. Limitation on Liability of Managers and Officers. No director or officer
<br />of the Company shall have any liability to the Company or the Members for any lasses
<br />sustained or liabilities incurred as a result of any act or omission of such director or
<br />officer if (i) the director or officer acted in good faith and in a manner he or she
<br />reasonably believed to be in, or not opposed to, the interests of the Company and
<br />(ii) the conduct of the director or officer did not constitute actual fraud, gross
<br />negligence, or willful misconduct.
<br />Section 2. Company's Obligation to lndemnify Officers and Directors. The
<br />Company shall indemnify and hold harmless the directors and officers of the Company
<br />(individually, an "lndemnitee'") from and against any and all losses, claims, demands,
<br />costs, damages, liabilities, expenses of any nature (including reasonable attorneys'
<br />fees and disbursements), judgments, fines, settlements, and other amounts arising from
<br />any and all claims, demands, actions, suits, or proceedings, civil, criminal,
<br />administrative, or investigative, in which an lndemnitee may be involved, or threatened
<br />to be involved, as a party or othenise, arising out of or incidental to the business of the
<br />Company, regardless of whether an lndemnitee continues to be a director or officer at
<br />the time any such liability or expense is paid or incurred, if (i) the lndemnitee acted in
<br />good faith and in a manner it or he or she reasonably believed to be in, or not opposed
<br />to, the interests of the Company, and, with respect to any criminal proceeding, had no
<br />reason to believe his or her conduct was unlawful and (ii) the Indemnitee's conduct did
<br />not constitute actual fraud, gross negligence or willful misconduct.
<br />Section 3. Company's Obligation to Advance Expenses. Expenses incurred by an
<br />lndemnitee in defending any claim, demand, action, suit, or proceeding subject fo this
<br />Article VI shall, from time to time, be advanced by the Company prior to the final
<br />disposition of such claim, demand, action, suit, or proceeding upon receipt by the
<br />Company of an undertaking by or on behalf of the lndemnitee to repay such amounts if
<br />it is ultimately determined that such person is not entitled to be indemnified as
<br />authorized in this Article VI. The indemnification provided by this Article VI shall be in
<br />addition to any other rights to which an lndemnitee may be entitled under any
<br />agreement, consent of the Members, as a matter of law or equity, or otherwise, shall
<br />continue as to an lndemnitee who has ceased to serve in such capacity and shall inure
<br />to the benefit of the heirs, successors, assigns and administrators of the lndemnitee.
<br />Subject to the foregoing sentence, the provisions of this Article VI are for the benefit of
<br />the Indemnitees and shall not be deemed to create any rights for the benefit of any
<br />other persons.
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